After Midnight
by TheGirlWhoNeverWas
Summary: Strange animal sightings, peculiar noises at ungodly hours of the night; and all of it coming from the woods of Twilight Town. Roxas finds everyone's rooms empty...what's wrong with this picture? Based off 358/2, just for fun. More inside.
1. Warning

Hi everybody,

I started doing this warning page a while ago and it's working so here's the warning page.

**Summary:**

Strange animal sightings, peculiar noises at ungodly hours of the night; and all of it coming from the woods of Twilight Town. Roxas finds everyone's rooms empty...what's wrong with this picture? Some light pairings. Based off 358/2, just for fun. =)

THIS FANFICTION CONTAINS THE FOLLOWING:

Some teen/adult topics

Some possible language

Game spoilers:

358/2 Days

Pairings (light):

Xemnas/Saix

Pairings (a bit more):

Roxas/Axel (Later)

YOU HAVE BEEN WARNED.

Click to go to the first chapter.

~TGWNW


	2. Chapter 1

After Midnight—A Kingdom Hearts Fanfiction

Strange animal sightings, peculiar noises at ungodly hours of the night; and all of it coming from the woods of Twilight Town. Roxas finds everyone's rooms empty...what's wrong with this picture? Some light Roxas/Axel. Based off 358/2, just for fun. =)

* * *

Chapter 1

I stare off into the distance, a sea-salt ice cream being lightly gripped by the black glove on my hand. _He's late, _I think to myself as I take a small bite off of the frozen treat. I couldn't believe it. Usually Axel is a few minutes behind schedule, but this was different. _Something must be wrong,_ I figure. _No other way to explain it._ I take another nibble. _Hope he's alright._

The sun had gotten just low enough to touch the quickly fading horizon. My absentmindedness was broken by a blue-green liquid running off my hand and onto my knee. I finish my ice cream so it wouldn't make a bigger mess than it already had. Letting out a disappointed sigh, I decide that it's time to RTC. Before I can get up, a recognizable voice pulls a smile onto my face.

"Get here early?"

I turn to look up at him. "You're late."

Axel takes a seat beside me. "Yeah, I know," His green eyes flicked over to me. "Had a run-in with a heartless,"

"And...?" I asked him, anticipating more information on his day.

"Well...nah, you wouldn't want to hear it."

"Of course I would!" I protested. "Why wouldn't I?"

"If you're really that intrigued," He shrugged. "You know that one boy—Pence—right?"

"Yeah, I've seen him around. Why?"

"I overheard him and his pals talking about some noises coming from the woods."

"Oh...was it a heartless?"

Axel shakes his head. "I didn't look into it, to be honest."

"Isn't Saix gonna get on your case that you didn't?" I grin.

"Nah, I don't think so." Axel stands and gazes down at me. "Besides, we have bigger problems than some unknown noise. Come on, it's late and way past RTC time."

He helps me to my feet just as the sun begins to set.

* * *

So many things were running through my head as I lay in my bed. _What could that noise have been?_ I wondered. _A heartless, or maybe it was something else? _ All this thinking was making my head pound. Groaning, I move onto my side, hoping to fall asleep.

What felt like hours later, I was still awake. _Maybe I'll go talk to Axel, _I tell myself. _Get things off my chest._

I tiptoed through the empty hallway, being careful not to wake any of the other members. Silently, I slip into Axel's room and close the door.

"Axel?" I murmur. "Are you in here?"

And, of course, the covers on his bed were pulled back. Axel _had_ been here.

"Of course," I moan, aggravated. "He wouldn't be here when I need him."

I considered the situation for a moment._ Maybe Xion is in her room._

No dice. Xion wasn't there, either. I sauntered back to my own room, hoping that I could get some rest before I had to go out on a mission tomorrow. Things were getting even stranger now. First, weird noises and now Axel and Xion are gone? What's going on here?

* * *

Review everyone! =D

Chapter 2 coming soon!

~TGWNW


	3. Chapter 2

Xion and Axel were waiting in the Grey Area for me the next morning. Even though it was pretty late, not being able to sleep the other night had taken a toll on me. I could still pretend to be awake though.

"Good morning, Xion," I greeted.

"Good—" She yawned, loudly. "...morning, Roxas,"

"What, did you not have a good night's rest?"

"It's not that," Xion frowned. "Actually, Roxas—"

"Well good morning, Sunshine," Axel grinned. "Hey Xion,"

"Morning, Axel," Xion and I replied together.

"Roxas, you're coming with me today." Axel turned to Xion. "You, though, I don't know what the boss man saddled you with."

Smiling warily, she answered. "That's okay, I don't mind. I like surprises anyway."

Turning back towards me, the redhead laughs. "C'mon, our mission today is to investigate those noises in the Twilight Town woods."

"Seriously?" I was happy. I finally got to do something I wanted to do while contributing towards the Organization's goal.

"Yeah, if it is a heartless, we're to take it out. If it isn't, then well, we wasted a trip and a day of valuable time."

The dark corridor closed behind us. Axel glances down at me. "You ready or what?"

"Yeah, let's go,"

* * *

Traveling up the side street, I had one thing on my mind: getting to the woods. Just before hitting the fork of stairs and the #3 gate, a group of small shadows appeared. I was able to take them out with one quick swipe of my keyblade. Taking the short set of stairs, we made our way out to the station heights.

It felt like forever until we arrived in the Tram Common, right by the woods. After taking out a few Scarlet Tangos that had appeared, we went into the woods to search for what had made all those noises the past few nights.

As we investigated, I noticed deep gashes on some of the tree trunks. The markings were big, about the width of my thumb wide.

"Hey Axel, come look at this."

"What do you think made them?" He asked me.

I shook my head. "I have no clue, but whatever it was, it must have been huge."

"It could have been a heartless," Axel said quietly. "But it isn't here anymore, by the looks of it."

"C'mon, we have to keep looking. There must be something here."

* * *

After spending the whole day searching, Axel and I were really exhausted afterwards. We sat there, watching the sunset while having our usual sea-salt ice cream.

"Still can't believe we didn't find anything," I muttered, disappointed.

"Don't feel too bad, Roxas. We did take out some heartless right?"

"Yeah, I guess..."

It was then and there that I decided I would follow Axel the next time he snuck out at night. He had given me training on tailing people after all, so it's about time I put it to use. He was hiding something, and I was going to find out what.

* * *

Chapter 2! =D

Review for chapter 3!

~TGWNW


	4. Chapter 3

I had a solo mission today: Collecting hearts in Halloween Town. It went quickly, just as I wanted it to. Axel was waiting for me at the Clock Tower.

"How did you get here before me?" I asked, stunned.

"My mission went pretty smoothly." He laughed as I sat down next to him.

"So," I began. "Have anything planned later tonight?"

"Uh...sleeping, that's about it. Why?"

"No reason," I told him.

"Well, come on, we really should get back."

"Alright,"

I peered past the frame of my door. Axel still hadn't come out of his room like I had expected him to. _He'll have to leave sometime,_ I told myself. _And I'll be here when he does._

Sure enough moments later, there was Axel, sneaking out. I take a few silent steps, preparing to pursue him. I slip down the hallway behind him, but lose him when he turns a corner. I turn around, deciding to give up for the night. I almost fall on my butt when I see Xigbar standing there, arms crossed and a mischievous grin stretched across his face.

"A little late for a stroll, isn't it, kiddo?"

"Jeez, don't do that!" I growl. "You scared me!"

"Scare you? Ha, as if! So, what are you doing out here, kiddo?"

"I-I, u-u-uh, I mean..." I cleared my throat. "What are you doing out here?"

"Don't change the subject," Xigbar snaps.

"Okay, well, I'm going back to bed." I tell him. Quickly, I sprinted back to my room, shut the door and leaned against it.

"That almost gave me away," I sighed. "I'll have to try tomorrow night."

Slipping back into my bed, I think about how sweet finally knowing why Axel wasn't in his room the other night would be.

* * *

Review = chapter 4, which personally is one of my faves, along with chapter 7. SO REVIEW! =D

~TGWNW


	5. Chapter 4

Here's chapter four. Sorry this took so long everyone, but the site wasn't cooperating with me. :(

This is where it gets good. ;)

Tonight, I had successfully followed my sneaky, suspicious best friend out of the castle and to the Twilight Town woods. Questions ran through my mind a million miles an hour. Axel, every once in a while, would stop and look around, almost as if he was searching. Or maybe, he was trying to avoid something? I couldn't figure it out.

A small branch snapped under my foot. _Crap, _I think as I freeze, hoping Axel didn't notice. Of course, with my luck, he turned around, but with my speed, I hid behind the trunk of a wide tree. I sighed lightly and peered around the trunk to continue my pursuit. All that was there were trees. I groaned, probably louder than necessary, ticked off at the fact that he had gotten away from me, again. Frustrated, I kick a rock into the darkness. I turned around but a bone-chilling growl came from behind me. I turned around slowly. Nothing was there but trees. Swallowing, I gather a shaky breath.

"A-Axel?" I ask, trembling. "P-Please, let that be you,"

I creep forward ever so slightly. Two midnight blue eyes appear in the black of the night. With that, I took one step back, then another, then another, my legs numb. The creature growls savagely. Before I could take another step back, it stepped out into the open.

It stood there, glaring at me with its illuminated eyes. The creature was as tall as me, standing on four paws (complete with razor sharp claws) and reasonably muscular legs. If not for the moonlight, I wouldn't have been able to see its jet black fur, covering it from head to tail. Suddenly, it hit me like an ocean wave: it was a wolf. Bearing its pearl white fangs, it lunged forward.

Adrenaline coursing through my body, I turned and ran. _Don't look back, don't look back, don't look back, _I told myself. Ducking and dodging through, over, and under trees and fallen logs, I feel my chest tighten. I looked back for a split second to see if I was still being trailed, and I tripped, ending up flat on my back. Groaning, I sit up, only to be knocked down by at least 200 pounds of something else. Fangs bared in my face, snapping. The wolf growls at me. I was at its mercy. I cover my face with my arms, and close my eyes. A moment later, the creature was gone. I scrambled to my feet. To the right of me, the trees and branches had been crushed. It had gone this way. Out of my own curiosity, I follow the path of broken twigs and branches. I hear a loud howling noise, and followed it.

The black wolf was barking at something in the trees. It growls, and then barks again. Another wolf—this one an incredible orange, red, and black—came out of nowhere and tackled the black one to the ground. They fought, claws out, biting and scratching each other. The black wolf was able to get away from the orange one, and go in for another attack. It leaps and digs its teeth into the back right paw of the orange wolf. The orange wolf whimpers then growls, using the claws of its other back paw to give the black wolf a huge 3 gashes along the side of its face. The black wolf stumbled back as if taken by surprise, let out a howl, and then retreated into the forest.

I didn't move, just in case the orange wolf attacked me too. It turned and looked at me with unbelievably green eyes—like emeralds. It laid its ear flat against its head and walked away, a limp in the leg it was bitten on.

I RTC'd after that, wondering what just happened. Had those wolves been making all that noise, was the orange wolf protecting me, and where had Axel disappeared to?

Ooo, mysterious...

R&R everyone!

~TGWNW


	6. Chapter 5

Well, HAPPY NEW YEAR EVERYONE! :)

Sorry I haven't updated lately, my postings are catching up to my "already written" so I gotta get going on this stuff!

Enjoy!

* * *

"You and Axel are on heart collection in Wonderland today." Saix told me. "Go as soon as you're ready."

I nodded and turned around just in time to see Xaldin enter the room, with his usual scowl on his face. The one thing that I really noticed as he walked past me were the three cuts on the side of his face, the blood dried. He growled when he saw me staring at him.

"What do you want?"

"Where...did you get those?"

"There are many lessons in life," He began. "and one of them is learning to stay out of other peoples' lives."

With that he walked away.

"You didn't have to snap at me." I mumble. "Gosh,"

"Hey, Roxas," Axel greeted. "Come on, let's go."

"Axel...is everything alright?"

He frowned, as if puzzled by my question. "Yeah, just fine, why?"

"You're limping,"

"What?" He glances down at his ankle. "Oh, you mean this. I tripped on Chester on my way out of my room this morning."*

"Okay," Well that didn't explain much.

The mission took a little longer because of Axel's injury. Somehow, I felt bad for him. Well, I didn't really because of the 'no heart' thing, but you get my point.

* * *

_Axel won't be leaving his room tonight,_ I figure. _Not with a limp like that._ _Maybe I should check just in case._ I peer from my room down the hallway.

"No way!" I whisper to myself. Axel was leaving his room. He was still limping, but it wasn't as bad as earlier. With that, I left my room, quietly closing the door behind me, and following him for the second night in a row.

I trailed him to the woods again. Remembering the other night made me have second thoughts, but tonight, I couldn't loose him. He was slower, his hurt ankle really holding him back. I was able to get reasonably close to him from behind. Bad move on my part. There was nowhere for me to go this time when he turned around.

"Roxas?" Axel gasped. He scowled. "Roxas! What the hell do you think you're-?"

"axelpleasedon'''" I said in one breath.

"Roxas, have you completely lost your mind? I can't believe you'd..." He stopped right there and stared into the distance, as if he sensed something.

"Axel-"

"Roxas, get down."

"Why?"

"Just do it!" Axel hissed.

I got as close to the ground as I could and closed my eyes. When I opened them, Axel was gone, but in the clearing ahead, there was a hill...and on that hill stood three wolves, all around the same size as the two the night before.

The one that stood in the center had grey fur and brilliant golden eyes.

The one to the left of the grey wolf was a black and grey wolf. It was slightly smaller than the grey wolf, but looked just as strong. There was a huge scar across its right eye and another scar up the left side of its face.

The wolf to the right of the grey wolf was a blue-ish silver, gold eyes—like the grey wolf's—with an X-scar in between them.

The grey wolf snarled, bearing its teeth. I couldn't move. No matter how had I tried to, I just couldn't. The grey wolf stepped forward and barked. I fell on my butt as the orange wolf walked past me. It was still limping. It stops in front of the trio and lies on the ground, chin on its paws, and ears flat against its head. It whines. The black and grey wolf growls. The grey wolf steps forward, the orange wolf stands and begins to back up. I watched as the grey wolf lashed out at the orange wolf, biting and snapping and scratching and gouging. After what seemed hours, the grey wolf trotted back to the hill, leaving the orange wolf. It was covered in many deep cuts and blood. The grey wolf left along with the other two wolves.

I cautiously edged over to the injured creature. Its eyes were closed and it was breathing heavily. I crept over and sat down in front of it. I reached my hand out to pet the wolf but its eyes opened and I pulled my hand back. It looked at me and I looked at it. As I stared into those emerald eyes I realized what—or who—the wolf was.

"...Axel?"

The wolf whimpered and whined.

"But...how?"

He barked and his long bushy tail whipped from side to side. I reached my hand out and stroked the top of his head and behind his ears.

"Are you going to be alright, Axel?"

He did nothing this time. He only looked at me. After a minute or so, the wolf stood, and vanished into the woods. A moment later, Axel appeared, leaning on a tree, his hand clutching a deep gash in his side. He was covered in blood and his coat was torn. Spitting a red liquid on the ground next to him, he groans, "That hurt,"

"Axel!"

I rushed over to him.

"Hey, Roxas,"

"What was, I mean how did..."

"It's a long story," He told me. "Can we RTC please? I _really_ need to sit down."

"Sure,"

* * *

This is only the beginning people! XD

Review for...well, I think you guys know the drill. ;)

~TGWNW

*Demyx Time reference for the win


	7. Chapter 6

Here's chapter 6! It's long! =D

"Xemnas must have been _pissed_ in order to do this much damage to you." Zexion says while he presses a mountain of gauze against the slice in Axel's side. "He never punishes anyone this badly."

Axel was on his bed, lying on his stomach. Zexion blots the wound a few times before setting the blood-soaked material on the table next to him and then prepares to stitch up the cut. After a minute, he sighs and turns towards Axel.

"This may hurt a bit."

A beat. Another beat. Axel lets out a loud, pained cry as the needle pieced his skin. His body's natural reaction took over and his muscles tightened.

"You gotta relax number 8, or this will hurt more than it needs to."

"I don't think that's even possible; it couldn't hurt any more that it does already," Axel clenched his teeth together, breathing deeply. "Geht et uverwhehth." He tells Zexion.

The needle went in, then back out, then in again, then out again. Axel cursed under his breath.

"One more second here..." Zexion told him. He grabbed a pair of scissors off the table and sniped the end of the small thread. "Alright, it's over now. Careful when you sit up. Trust me, if you bust those, we'll have to do this all over again and you do not want that."

The red-head sits up, his feet hanging over the side of the bed. He glances at the stitches and looks back up. "Thank you, 6,"

"Yup. Oh, and don't worry about those other scratches. They're minor and should heal up in a few days You'll have to be really careful when going wolf with those stitches.. In a few weeks we'll take 'em out.."

"Okay,"

I sat outside Axel's room, hoping he was okay. I had so many questions. _How long had this 'wolf' thing been going on? Was everyone one of those things? Why wasn't I told? Is that why no one was in their room the other night?_ I was so confused.

Zexion came out of Axel's room. 

"You can go in now." He said to me.

I nod, stand, and enter the room. Axel was sitting on his bed, only wearing a pair of baggy black shorts. He was horribly bruised, and covered in cuts. Despite all the pain he was probably in, he smiles. "Hey Roxas,"

"Oh my gosh, Axel, are you alright?"

He gestures towards the black thread holding a small part of his side together. "Other than this little bastard right here, I'm fine."

"So, if you turn into that orange wolf, then..." I switched thoughts. "Can everyone turn into a wolf?"

He hesitates, then speaks. "Yeah," Then he mumbled something else.

"Wait, what did you say, Axel?"

"Everyone...besides you."

Those last two words echoed in my head after they hit me like a wave. _Besides me?_ _What, is this an 'exclusive' club or something?_ Considering I don't have a heart, I felt pretty left out.

"Even Xion?"

"Yeah, even Xion."

"Well, why wasn't I told?"

Axel coughed. "There's a good reason for that."

I crossed my arms. "And what would that be?"

"How would I know?" Axel retorted. "Xemnas doesn't tell us everything, you know."

"...you're right. If you don't know, you don't know."

I feel Axel's arm around me.

"Hey, don't be upset. Listen, if it means that much to you, I'll go talk to Xemnas."

"Really?"

"Yeah, and risk getting turned into a dusk just to find out if and when you can become one of us."

For no apparent reason, I hug him. "Thank you Axel."

"No problem. I'll go as soon as I get dressed."

Xemnas, Xigbar, and Saix were already in the Round Room when Axel arrived.

"Xemnas," Axel began. "Number 13 wished to know why you kept our secret in the bag, and away from him for so long."

Xigbar scoffed. "Why indeed,"

"That is only for me and one other member to know." The leader answered flatly.

Axel said nothing. He didn't know _what_ to say.

"And I already know what you're thinking number 8. You are not to make him one of us, either. Not until my approval."

"But Xemnas, he already knows our secret; it's only a matter of time until he-"

"Lord Xemnas had spoken." Saix hissed at Axel.

Axel gave up. He wouldn't disobey orders this time. He didn't want more punishment. More punishment meant more stitches; the first set was painful enough.

"And if I see your little boyfriend out in the woods again, in _my_ territory," Saix warned. "I'll do a hundred times worse to you _and_ him than Xemnas did."

[Axel's POV]

I slowly headed back to my room. I was _not_ looking forward to telling Roxas the news. I could tell he was hopeful; he wants to be one of us, part of the pack. Standing outside my door, I sigh and run a hand through my hair.

"Well," I say to myself. "Here goes nothin'."

I turn the knob. Roxas hops off of my bed. "So? What did Xemnas say? Am I in, or what?"

"You see, Roxas, that's the thing. Xemnas..."

He was looking up at me with his sparkling blue eyes. Ugh, how could I tell him the truth? I felt bad (well, as badly as someone without a heart can feel) lying to him, but it had to be done.

"Xemnas...?"

"Xemnas gave the okay."

"He did?!"

"Yeah, he...he did."

I could not stop smiling. I just couldn't stop thinking about everything. One thing I know for sure is I do _not_ have a heart.

But, somehow, I feel a strong bond with him, possibly stronger than friendship. There's just something about Axel, that whenever I think about him, it feels like I'm running; my chest gets tight, but in a good way. It's really difficult to explain.

I reached for the knob to my room when someone said something to me. I looked over.

"Hey, kiddo," Xigbar grins.

"Oh...hey Xigbar,"

"Axel was in the round room earlier today trying to convince the boss man that you can handle being one in the pack." He laughed quietly. "Did a pretty poor job of doing it, but he sure tried."

"What?" I frown. "You mean..."

"Denied, BIG time," Xigbar chuckled.

"Axel...lied to me?" I felt all choked up. "B-But...why would he..."

"Because he cares about your future, kiddo, as I do," He paused, like he was thinking. "And that's why I'm going to go against Xemnas's orders..."

After a minute he sighs, "I'll turn you."

I almost couldn't believe what Xigbar was saying.

"Really?"

"Yes. You'll have to make it up to me later, but we'll discuss that afterwards. This will hurt, there's no avoiding that. You'll feel weak for a while because your body's gonna have to accept the wolf blood and molecules and all that science bullcrap that Vexen knows everything about." He clasps his hands together. "All righty, kiddo, do you want this done in then neck, ankle, or wrist?"

"Won't anyone see if we're just standing here like this?"

"Don't worry 'bout it, kiddo. Now...wrist, neck, or ankle?"

"Ankle,"

Xigbar grins. "Neck it is."

_Wait! I said ankle!_ I try to say, but it was too late. My head becomes light, my eyelids heavy, and, the rest of me going limp, I black out.

Chapter 7 is coming soon everyone! XD

~TGWNW


End file.
